Letter To Companies House – Alteration of Articles

This Letter To Companies House – Alteration of Articles is intended to act as a cover letter enclosing the relevant documents when they are filed at Companies House for registration.

It is commonly used where the company is amending its articles by special resolution and needs a clear covering letter for the Companies House filing. If you are preparing the shareholder approval documentation as part of the same process, see Special Resolution - Amendment to Articles of Association.

These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006 and, where relevant, the Economic Crime and Corporate Transparency Act 2023.

What does Letter To Companies House – Alteration of Articles do?

• Provides a cover letter to accompany documents being filed at Companies House in connection with an alteration to a company’s articles of association.
• Helps present a clean filing pack where the company is registering a constitutional amendment.

What does Letter To Companies House – Alteration of Articles cover?

• A covering letter format for Companies House filings relating to an amendment of the articles of association.
• Context that may be relevant where amendments are being made to address directors’ conflicts of interest provisions.

When should you use Letter To Companies House – Alteration of Articles?

Use this letter where the company is filing an amendment to its articles of association at Companies House and wants a formal cover letter enclosing the relevant documents for registration.

This can be relevant, for example, where a company is updating its articles to deal with directors’ conflicts of interest. For private companies that existed before 1 October 2008, the directors can only authorise conflicts if the articles of association give them specific authority to do so. A private company limited by shares may therefore either amend its articles to include that authority or obtain shareholder approval by ordinary resolution.

Private companies and PLCs should consider whether to pass a special resolution to insert conflicts management provisions into the articles and (where required) to obtain shareholder consent to the approach being adopted.

Companies formed before 1 October 2008

Where a private company existed before 1 October 2008, and the directors do not have the necessary authority in the articles to authorise conflicts of interest, the company may need to amend its articles to include that authority (or obtain shareholder approval by ordinary resolution, depending on the approach being adopted).

What else you may need

• Special Resolution - Amendment to Articles of Association
• Board Minutes to Approve Amending Company Articles of Association
• Written Resolution to Approve Amending Company Articles of Association
• Letter to Companies House – File New Articles of Association and Resolution

Key filing point

Any amendment to the articles of association must be filed with Companies House.

This letter is intended to accompany the documents being filed for registration.

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